Overview of the RAD Closing Process for Public Housing Conversions

Transcription

1 Overview of the RAD Closing Process for Public Housing Conversions Bev Rudman, Director of Closing & Post Closing, Office of Recapitalization May 3, 2018

2 Administrative Info This webinar is being recorded The recording & slides will be available on within 2 3 business days Ask Questions Be sure to input your Audio PIN shown on your control panel (Note: this PIN is unique to you and cannot be shared) Raise your hand by clicking on the hand icon on your control panel and the presenter will un mute your line so you can ask your question live If you wish to submit a question in writing, type your question via the Question feature at the bottom of your control panel; typed Qs will be answered via following the webinar 2

3 Why Are We Here Today? 1. Understand the key players involved 2. Learn about the closing process 3. Understand closing timelines 4. Become familiar with key RAD closing documents 5. Understand the unique requirements for different types of RAD transactions PBV or PBRA; FHA 6. Learn about post closing responsibilities 7. Become familiar with available resources 8. Tips for a smooth closing 3

4 Learn the Lingo Recap = HUD s Office of Recapitalization PIH = Public and Indian Housing MF = Multifamily OGC = Office of General Counsel SAC = Special Applications Center (PIC Removal) RAD CC = RAD Closing Coordinator DOT/DORC = Declaration of Trust/Declaration of Restrictive Covenants HAP = Housing Assistance Payments Contract IDRR = Initial Deposit to the Replacement Reserves PBRA = Project Based Rental Assistance PBV = Project Based Voucher RCC = RAD Conversion Commitment S&U = Sources and Uses 4

5 Objective 1: Understand the Key Players Involved 5

6 Key Players External Stakeholders Recap Closing Director Internal Stakeholders PHA/New Owner Lender(s)/ Investor(s) Recap RAD Closing Coordinator Recap Branch Chief & TM Counsel Escrow Agent/Title Company PIH & OAMPO HUD Counsel 6

7 Key Players Internal Role of the RAD Closing Coordinator Your main point of contact during the closing process Reviews & approves various closing documents Reviews & processes RCC amendment & extension requests Ensures all RCC Special Conditions are cleared prior to closing Establishes closing logistics and signature coordination Responsible for providing HUD signed docs and instructions for closing Notifies SAC when RAD closing occurs Coordinates with HUD HQ on initial year funding 7

8 Key Players Internal Role of the HUD Field Counsel Reviews the following: Title Policy Pro forma or Title Report Survey Organizational documents Subordination Agreements Documentation related to existing Mixed Finance transactions (if applicable) Legal Opinions (Owner s Counsel, PHA s Counsel, etc.) Current DOT/DORC and any other existing encumbrances and/or exception documents Certification and Assurances Release of Declaration of Trust/Restrictive Covenant RAD Use Agreement 8

9 Key Players Internal Role of the RAD Transaction Manager/Branch Chief Generally, the RAD TM & Branch Chief play a limited role in the closing process RAD CC will obtain TM approval on any changes that occur during closing which impact the original Financing Plan submission or result in substantive changes to the RCC Examples: S&U/financing changes, any changes that impact the CHAP award (unit mix, rents, utility responsibilities), clearing RCC special conditions 9

10 Role of the PIH Field Office Key Players Internal Approves non dwelling structures/land for removal in conjunction with the conversion Ensures existing Public Housing debt (EPC, CFFP, OFFP, Repayment Agreement, etc.) has been properly addressed Verifies that the PHA Plan was properly amended/updated to reflect the RAD conversion If applicable, verifies that the PHA has an PBV component in an approved HCV Administrative Plan 10

11 Key Players Internal Role of MF Regional Centers/Satellite Offices Involved in all PBRA & PBV FHA transactions Provides the PBRA HAP Contract Number Facilitates setup in TRACS following closing Receives & processes 2530/APPS submissions prior to closing* Receives & processes Affirmative Fair Housing Marketing Plan (in conjunction with FHEO)* Reviews/approves/executes: Rent Schedule, Management Agent Certification, HAP Contract** Reviews/approves: Management Agreement, Management Entity Profile, Fidelity Bond Coverage** Following closing, your MF Resolution Specialist will be your main POC *These docs are submitted during your financing plan submission **These docs are submitted with your draft closing package 11

12 Key Players External Roles of PHA, New Owner, Outside Counsel, Lenders, Investors Work with applicable parties to assemble closing package in timely manner Ask HUD for help! Alert RAD CC if problems arise Be responsive to comments from RAD CC & HUD Counsel 12

13 Objective 2: Learn about the closing process 13

14 Closing Process Closing process begins with the issuance of the RCC PHA will receive a PDF of the HUD executed RCC via PHA & Owner (as applicable) must countersign RCC and upload to RAD Resource Desk within 30 days PHA will receive a hello to introduce the RAD CC & HUD Attorney Kick off call Remember at least one resident meeting must be held after RCC issuance 14

15 Closing Process Submission of Draft Closing Package Follow PBV or PBRA Closing Checklist (Exhibit E of RCC) The draft closing package is a DRAFT submission for HUD to review nothing is executed at this stage Ask RAD CC and HUD Attorney for preferred submission format Submit draft package within 2 weeks of RCC issuance one package to RAD CC & one package to HUD Attorney Package should be submitted to HUD no later than 2 months following RCC issuance 15

16 Closing Process Review of Draft Closing Package RAD CC and HUD Attorney typically complete initial reviews within 2 weeks RAD CC and HUD Attorney issue comments to all appropriate parties via Work with RAD CC and HUD Attorney to resolve all open items and revisions Make HUD aware of any closing deadlines you need to meet RCC Amendment requests should be submitted in writing to RAD CC HUD typically processes a single RCC amendment just before Closing 16

17 Finalizing Documents Closing Process RAD CC completes final program review, requiring: Fully executed consolidated owner certification Final S&U Final version of HAP Contract with all exhibits, Confirmation that all RCC special conditions are satisfied HUD Counsel completes final legal review and provides final execution ready versions of documents to the Closing Division 17

18 Closing Process Closing Document Logistics Document execution requires cooperation with multiple offices within HUD Once all program & legal docs are finalized, allow time to obtain all HUD signatures RAD CC responsible for facilitating HUD signatures on HUD docs Closing Team will send the RAD Use Agreement, DOT/DORC Release, and RCC Amendment (as applicable) to your third party escrow agent with an escrow instructions letter Other documents that require HUD signature PBRA HAP Contract signed first by local MF Office; covered by escrow letter Documents pertaining to existing Mixed Finance conversion signed by PIH Field Office; covered by escrow letter 18

19 Closing Closing process Date of recording is considered the RAD closing date HAP Contract effective date depends on closing date On the day of recording, your RAD CC to let them know that the transaction closed If closing will be delayed, notify RAD CC Once closing documents are recorded, follow instructions to send the documents to your RAD CC 19

20 Closing process Funding HAP Projects continue to receive public housing funding for the remainder of the calendar year of the HAP effective date (called the year of Conversion) Section 8 funding begins in January of the next year (following the year your HAP contract is effective) PHAs must complete and submit the Initial Year Funding Tool and the to convey the appropriate amount of Capital Funds to the project for the rest of the calendar year into BLI 1503 in LOCCS (HUD HQ moves these funds) Operating Reserves shown in the Initial Year Funding Tool do not need to be moved in LOCCS; the PHA is responsible for conveying the appropriate amount to the project See Year of Conversion Funding Instructions & Initial Year Funding tool on 20

21 Closing process Funding Development Costs If you want to use Public Housing funds as a Source, they must appear in the final, approved Sources & Uses in order to be used after conversion If you have Capital Funds or RHF in your Sources & Uses, you must take the proper steps to ensure these funds are available for use after conversion (HUD HQ moves these funds) Complete so that the funds can be moved to BLI 1504 in LOCCS (HUD HQ moves these funds) Operating Reserves shown in the S&U do not need to be moved in LOCCS; the PHA is responsible for conveying the appropriate amount to the project See Year of Conversion Funding Instructions Remember funds left in Public Housing after closing cannot be used to support the newly converted Section 8 property 21

22 CLOSING PROCESS RCC Issued by HUD PHA Receives Hello with RAD CC & HUD Counsel Assignments Kick Off Call Held RAD CC & HUD Counsel Issue Comments PHA Revises Documents & Resubmits (may be multiple rounds of revisions) Legal & Program Reviews Finalized, including OAMPO docs & PBRA HAP (PBRA only) Closing (Recording) (within 11 days of receipt of docs) PHA s PDFS of recorded RAD UA, recorded DOT/DORC Release, Fully Executed HAP, & Fully Executed RCC Amendment to RAD CC (within 3 days) Cap Funds transferred in LOCCS to BLI 1503 based on IYFT & Submissions (Note: Cap Funds in S&U get transferred to BLI 1504 at this time if not previously transferred) Final Closing Docket uploaded to RAD Resource Desk PHA Uploads Fully Executed RCC (within 30 days of Issuance) PHA Submits Draft Closing Pkg to RAD CC & HUD Counsel (within 2 weeks of RCC Issuance) (1 week in adv of HQ signing) HQ Executes RAD Use Agreement, DOT/DORC Release, RCC Amendment Documents with Escrow Instructions Letter Mailed to Escrow Agent RAD CC Notifies SAC that PIC Removal Application can be processed PHA completes EOPs in PIC (within 5 days) (within 30 days of closing) PHA/Owner Completes Rehab/New Construction Milestone on RAD Resource Desk (at rehab completion) 22

23 Objective 3: Understand Closing Timelines 23

24 Timelines Timelines RCC provides 90 days for closing. Be prepared to close when you get an RCC. Submit a draft closing package within 2 weeks of RCC issuance Closings tend to peak at year end. Therefore, Recap has established deadlines and priorities but there are no guarantees See Schedule Requirements for Closing RAD PH Conversions in 2018 Memo dated 3/14/18 24

25 Timelines What is Delayed Submission Status? NEW!! See Recap Delayed Submissions Closings Memo dated 4/27/18 Applicable to RCCs issued on or after May 1 st If a draft closing package isn t received within 2 months of RCC issuance, transaction will placed in Delayed Submission status Your transaction will remain in Delayed Submission status for 2 months or until a draft closing package is received, whichever occurs first Unassigned from RAD CC & HUD Field Counsel Notify RecapClosingTeam@hud.gov via when your draft closing package is ready to be submitted Recap will then assign a closing coordinator & HUD Counsel and provide you with their contact information. RCCs will expire 4 months after issuance if no draft closing package is received Expired RCCs will be returned to the Transaction Division for a financing plan update 25

26 Objective 4: Become Familiar with Key RAD Closing Documents 26

27 Key Closing Documents The RAD Closing Checklists for PBV or PBRA (Exhibit E of the RCC) explain the documents required for your closing Copies of contracts, forms, and templates are available at Contracts & Closing Documents 27

28 Key Closing Documents RAD Conversion Commitment (RCC) The Commitment that is issued after Financing Plan approval RCC Issuance begins the closing process Must be fully executed and uploaded to the RAD Resource Desk within 30 days of issuance or it will be terminated no exceptions! RCC expires after 90 days of issuance unless otherwise extended by HUD 28

29 Key Closing Documents RAD Conversion Commitment Owner info and other specifics RAD Resource Desk data provided by the PHA and the RAD Transaction Manager flows through to the RCC. PHA is responsible for inputting correct information into the RAD Resource Desk via the Ownership Data page at Financing Plan submission. Take the time to make sure the information you input is accurate. 29

30 Key Closing Documents RAD Conversion Commitment Data 30

31 Key Closing Documents RAD Conversion Commitment Amendments If needed, submit an RCC amendment request in writing to your RAD CC Substantive changes to the Sources & Uses (Exhibit B) and repairs (Exhibit D) will require HUD approval Approved changes to the Sources & Uses (Exhibit B) must be documented via an update to the RAD Resource Desk Transaction Log Pay attention to the date in the RCC by which the repairs must be completed or the owner will be considered in default this is important & HUD will be monitoring this! If closing gets delayed, make sure to request an amendment to this date HUD will typically issue a single RCC amendment at the end of the closing process. It must be fully executed and returned to HUD within 3 days of closing 31

32 Key Closing Documents RAD Conversion Commitment Amendments, cont d Changes to unit configurations, rents, and/or utility allowances during the closing process These items have been finalized at financing plan submission Review your CHAP carefully prior to RCC issuance to ensure it accurately reflects your transaction, especially regarding utility allowances/responsibilities Changes during closing require both a CHAP amendment and an RCC amendment; could also require a revised financing plan submission and FHEO reviews if changes are significant Review the CHAP Amendment Overview & Contract Rent Flexibilities guide on in advance of Financing Plan submission. Do not wait until closing to request changes 32

33 RAD Use Agreement Key Closing Documents Form can be found on Different from other HUD use agreements it s RAD specific Recorded covenant that encumbers the property and outlines land use and affordability requirements Remains as an encumbrance unless released by HUD Typically covers all property being released from DOT/DORC Term of RAD Use Agreement will match term of HAP Contract May have multiple RAD Use Agreements (1:1 relationship with HAP) Executed by the Office of Recap and countersigned by Project Owner. There are some cases where the PHA or other fee estate owner also executes Recorded and must be superior to all financing documents 33

34 Key Closing Documents HAP Contract Parts 1 & 2 & Exhibits PBV and PBRA have their own unique HAP contract forms and exhibits available for download on Addendum to the HAP Contract Labor Standards is a required exhibit PHA/Owner drafts (fill in the blanks) and submits Reviewed by HUD Counsel and RAD CC Includes information on Rehab Assistance Payments (RAP) Mandatory contract renewal provision and resident procedural rights Provides HUD consent for certain common LIHTC assignments HAP effective date can be either the first day of the 1 st month or the first day of the 2 nd month following closing Option for a Delayed HAP via a PBV or PBRA Delayed Conversion Agreement see Overview of Master Leases & Delayed Conversion Agreements on 34

35 Key Closing Documents HAP Contract Parts 1 & 2 & Exhibits, cont d PBRA HUD & Owner are parties to contract RAD CC coordinates HUD signatures (HUD signs first & then transmits to your escrow agent for countersignature) If transaction involves multiples sites, HUD determines number of contracts PBV Contract Administrator (PHA) and Owner are parties to contract When PHA is CA and there is no transfer of ownership to an outside entity, then a new entity with responsibility for management and leasing must be created by the PHA to be the Owner for purposes of the Section 8 HAP contract. If transaction involves multiple sites, regs govern number of contracts 35

36 DOT/DORC Release Key Closing Documents Sample available on May be one or more full or partial releases depending on whether or not all land encumbered by the existing DOT/DORC is converting and on historical factors If non dwelling buildings and/or vacant land are associated with the transaction, the PIH Field Office must determine whether such assets may be released as part of the RAD Conversion Legal descriptions must match the legal description used in the title work Executed by the GDAS for PIH Recorded 36

37 Key Closing Documents Consolidated Owner Certification Sample available on Contains various certifications applicable to all conversions and then additional certifications that may or may not apply to your specific deal Project financial condition Project physical condition Resident meetings/notifications Completion of repairs PIC removal Existing lease termination/new lease execution You identify the name of individual responsible for uploading the final closing docket after closing Must be fully executed & ed to RAD CC prior to closing 37

38 Objective 5: Understand the Unique Requirements for Different Types of RAD Transactions PBV or PBRA With FHA or not 38

39 Unique Closing Requirements PBRA conversions Assignment of MF Resolution Specialist who will be your main POC following conversion Determine how many HAP contracts will be needed for your transaction Affirmative Fair Housing Marketing Plan (AFHMP) Submit via to local MF HUD Office at Financing Plan submission Upload a copy of the approved AFHMP as part of your Financing Plan; if not yet approved, upload evidence that you made your submission to the HUD MF Office Recap does not process these submissions Approved AFHMP will be attached as an exhibit to PBRA HAP Contract Transaction can close without an approved AFHMP but cannot perform marketing/leasing activities 39

40 Unique Closing Requirements PBRA conversions, cont d 2530s/APPS Previous participation review by HUD for industry partners participating in HUD projects Submission must be approved by MF prior to closing Submission is made electronically via APPS at Financing Plan submission stage If you are having trouble using APPS, talk to your assigned MF Resolution Specialist regarding submitting paper 2530s 40

41 Unique Closing Requirements PBRA conversions, cont d 2530s/APPS, cont d Who needs previous participation approval? Owners & Management Agents per the below unless entity is a PHA or wholly owned by PHA LLC: managing members and non managing members with 25%+ ownership and all officers unless employed by the PHA LP: limited partners with 25%+ ownership & all general and co general partners unless wholly owned by PHA Passive investors exempt from 2530 but subject to the Identification and Certification of Eligible Limited Liability Investor Entities Even if entity is exempt from review process, the entity still needs to be setup in HUD secure systems See 2530 Guidance for RAD Transactions on 41

42 Unique Closing Requirements PBRA conversions, cont d HAP Contract Number RAD CC will provide this to you Obtain access to MF HUD Systems HUD MF Forms rental schedule, management entity profile, management agent certification Copy of Management Agreement Evidence of adequate Fidelity Bond coverage References RAD Quick Reference Guide to Multifamily Housing Requirements RAD PBRA Closing Checklist (Exhibit E to RCC) 42

43 Unique Closing Requirements PBV conversions The Contract Administrator and Owner cannot be the same entity Address this early in the process, before Financing Plan submission Proposed Contract Administrator (PHA) must currently operate a voucher program If an IOI exists between Contract Administrator and Owner, an independent third party must perform HQS inspections and rent reasonableness 43

44 Unique Closing Requirements PBV conversions, cont d Determine number of HAP Contracts based on PBV regs The following types of units may be placed under the same RAD PBV HAP Contract: Units within a single building Units within multiple contiguous buildings Units within multiple buildings on contiguous parcels of land Multiple single family buildings (scattered site single family buildings) Consult RAD Quick Reference Guide to Project Based Voucher Assistance 44

45 Unique Closing Requirements RAD/FHA Conversions Recap must be ready to issue RCC before FHA issues the Firm (FHA Firm issued first, followed shortly by RCC) FHA RAD transactions will be assigned a RAD Closing Coordinator and a MF Closing Coordinator located in the jurisdiction where the project is located MF Closing Coordinator drives the closing following the standard FHA closing process, with help from the RAD CC on RAD specific closing documents Coordination between all parties is necessary for a successful closing 45

46 Unique Closing Requirements All Conversions Executing new leases Preparing EOPs (End of Participation) HUD Form Movement of PH Funds Initial Year Funding Tool

47 Unique Closing Requirements Last Public Housing Project to Convert If following closing your PHA will no longer have a public housing program, consult with your PIH Field Office to identify closeout procedures Review Notice PIH (HA) Requirements for PHAs Removing All Public Housing Units. Copy is available on Ensure your S&U includes any PH funds that are being converted 47

48 Objective 6: Learn about Post Closing Responsibilities (You ve closed but you re not done yet!) 48

49 Post Closing Responsibilities Submission of 3 day docs to your RAD Closing Coordinator Send these documents to your RAD CC within 3 days of recording: PDF of fully executed and recorded RAD Use Agreement(s) PDF of fully executed and recorded DOT/DORC Release(s) PDF of fully executed HAP contract(s) with all exhibits PDF of fully executed RCC amendment(s) 49

50 Post Closing Responsibilities Online Submission of Final Closing Docket No more hardcopy submissions! Within 30 days of recording, all final transaction documents must be uploaded to the Resource Desk Final Closing Docket Milestone Send a CD of the final closing docket to HUD Counsel See Post Closing Document Submission Instructions posted on 50

51 Post Closing Responsibilities Rehab/Construction Completion Milestone Required if RCC included any post closing work in Exhibit D (Scope of Work) Submit following completion of all repairs (within 45 days of the Work Completion Date shown in the RCC) See Instructions for Completing the Rehab/Construction Completion Milestone on Owner must confirm full RCC SoW was completed, final amount spent, and date work was completed Certify that initial deposit to the replacement reserve (IDRR) was made at closing Relocation/right to return procedures were followed Section 3 reporting information 51

52 Post Closing Responsibilities Delayed Conversion Agreements When you are ready to execute a HAP contract, notify HUD in advance (90 days) Follow instructions in the agreement (PBV or PBRA) 52

53 Objective 7: Understand Available Resources 53

54 Resources RAD Resource Desk: Forms/Templates for closing Quick Reference Guide to Multifamily Housing Requirements (PBRA) Quick Reference Guide for Projects Converting to Project Based Voucher Assistance (PBV) FDS Reporting Requirements for RAD Conversion (Accounting Brief #22) PIH Notice : Requirements & Guidance for PHAs Removing All Public Housing Units Initial Year Funding Tool 2530 Guidance for RAD Transactions Overview of Master Leases & Delayed Conversion Agreements Overview of CHAP Amendments & Contract Rent Flexibilities PBV & PBRA RAD Closing Checklists FAQs 54

55 Resources Tenant Rental Assistance Certification System (TRACS) Website (for PBRA): /trx/trxsum HUD Multifamily Handbooks (PBRA Conversions) s/hsgh RAD Website: Bev Rudman, Director of Closing & Post Closing, Office of Recap (202)

56 Objective 8: Tips for a Smooth Closing 56

57 Tips for a Smooth Closing Prior to RCC Issuance 1. Ownership Considerations a) Setup your new ownership entity b) Ensure new ownership entity meets ownership/control requirements outlined in RAD Notice c) Review all Ownership Data that you have input on the RAD Resource Desk for correctness d) PBRA & PBV w/ FHA: Ensure you have completed & submitted all required APPS/2530 submissions to your local MF Field Office; ensure you have submitted your AFHMP 57

58 Tips for a Smooth Closing Prior to RCC Issuance 2. Operations/Property Management Considerations a) Select an experienced management agent b) Discuss the number of HAP contracts required for your conversion with your RAD Transaction Manager c) Systems ensure your internal systems and staff are ready for the transition to the Section 8 funding platform d) Understand your Section 8 reporting requirements e) PBV: If an IOI exists between the CA & HAP Owner, ensure you have identified a third party to perform inspections and rent adjustments f) Review waitlist policies and admission preferences 58

59 Tips for a Smooth Closing Prior to RCC Issuance 3. Identify/Assemble Closing Team a) Identify who in house will be main contact for RAD closing or if you wish to utilize external consultants b) Obtain experienced outside counsel that knows RAD c) Review current title encumbrances and exceptions to ensure there are no surprises d) Review the PBV or PBRA Closing Checklists and contracts/forms found on Don t wait until RCC issuance to begin thinking about closing! 59

60 Tips for a Smooth Closing Prior to RCC Issuance 4. Financing a) Ensure all lenders/investors have completed their due diligence and understand unique RAD requirements (including subordination) b) Understand how the funding works for the remainder of the calendar year following closing review the Initial Year Funding Tool instructions c) Existing Mixed Finance conversions: Ensure all existing lenders/investors have reviewed the RAD conversion and subordination requirements in advance of RCC issuance. 60

61 Tips for a Smooth Closing Prior to RCC Issuance 5. Review your RAD CHAP Award for the following: a) Is the unit mix and count correct? b) Do the utility allowances reflect the current Public Housing Utility allowances in place or does your transaction meet an exception? c) Have you reviewed and incorporated all potential rent flexibilities as outlined in the RAD CHAP Amendment & Rent Flexibility guide? 6. Residents a) Establish and maintain communication with existing residents b) Communication is crucial to a smooth conversion, especially when rehab and relocation is involved 61

62 Questions? This webinar was recorded The recording & slides will be available on within 2 3 business days Ask Questions Be sure to input your Audio PIN shown on your control panel (Note: this PIN is unique to you and cannot be shared) Raise your hand by clicking on the hand icon on your control panel and the presenter will un mute your line so you can ask your question live If you wish to submit a question in writing, type your question via the Question feature at the bottom of your control panel; typed Qs will be answered via following the webinar 62